Note 8 - Debt | 12 Months Ended |
Dec. 31, 2014 |
Debt Disclosure [Abstract] | |
Note 8 - Debt | Note 8 –Debt |
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March 2014 Convertible Proissory Note |
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In March 2014, the Company borrowed $100,000 from an accredited investor pursuant to a six-month convertible promissory note (the “Note”) bearing interest at 10% per year. The Note is convertible at $0.165 per share. The Company incurred $5,000 of securities and debt issuance costs and issued 25,000 warrants representing commission paid to a broker-dealer who assisted with this transaction and repurchased 101,010 shares of common stock for $10,101 from the former CEO in connection with this transaction. |
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The entire principal balance of this Note, together with all unpaid interest accrued thereon, was due and payable on September 24, 2014 (the “Maturity Date”). The principal amount of this Note was convertible in increments of $10,000 into Common Stock of the Company at a price of $0.165 per share (the “Conversion Shares”). Upon conversion, the Holder was entitled to receive, in addition to the Conversion Shares, a five-year warrant to purchase at $0.50 per share an amount of shares of Common Stock equal to 25% of the number of Conversion Shares. The Note was converted effective July 1, 2014 to 606,061 shares of Common Stock and 151,515 warrants were issued to the holder. |
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During the year ended December 31, 2014, interest expense on the Note of $2,685 was recorded. |
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July 2014 Convertible Promissory Notes |
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In July 2014, the Company issued Convertible Promissory Notes with an aggregate face value of $52,500 for cash ($27,500 was provided by the interim CEO and CFO and two board members). The Convertible Promissory Notes accrue interest at an annual rate of 10%, mature in July 2015, and are convertible into the Company’s Common Stock at a conversion rate of $0.165 per share. The holders of the Convertible Promissory Notes also received warrants to acquire 318,182 shares of Common Stock for an exercise price of $0.50 per share, exercisable over five years. |
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The Company allocated the proceeds from the Convertible Promissory Notes to the warrants and the notes based on their relative fair values, allocated $6,117 to the warrants, and determined that there were aggregate beneficial conversion features of $8,512. The fair value of the warrants was determined using a Black-Scholes valuation model and the following assumptions: volatility – 43.99% to 44.08%, risk free rate – 1.66 to 1.74% %, dividend rate – 0.00%. The amount allocated to the warrants and beneficial conversion features; totaling $14,629 was recorded as a discount against the Convertible Promissory Notes, with offsetting entry to additional paid-in capital. The discounts are being amortized into interest expense over the term of the Convertible Promissory Notes. |
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During the year ended December 31, 2014, the Company recorded amortization of the discount of $7,218 and recorded interest expense of $2,584. As of December 31, 2014, the carrying value of the Convertible Promissory Notes was $45,089, net of unamortized discounts of $7,411. |
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August 2014 and November Convertible Debentures (Series C) |
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In August 2014, the Company issued Series C Convertible Debentures (the “Series C Debentures”) with an aggregate face value of $350,833 in exchange for the cancellation of Series B Convertible Debentures with outstanding principal and accrued interest of $350,833. The Series C Debentures accrue interest at an annual rate of 10%, mature in July and November 2015, and are convertible into the Company’s common stock at a conversion rate of $0.20 per share. The holders of the Series C Debentures also received warrants to acquire 1,500,000 shares of common stock for an exercise price of $0.20 per share, exercisable over five years. |
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The Company allocated the face value of the Series C Debentures to the warrants and the debentures based on their relative fair values, and allocated $72,869 to the warrants, which was recorded as a discount against the Series C Debentures, with offsetting entry to additional paid-in capital. The fair value of the warrants was determined using a Black-Scholes valuation model and the following assumptions: volatility – 43.74% and 44.28%, risk free rate – 1.62 and 1.67% %, dividend rate – 0.00%. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs. |
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During the year ended December 31, 2014, the Company recorded debt extinguishment costs related to the Series C Debentures of $72,869. As of December 31, 2014, the carrying value of the Series C Debentures was $350,833 and interest expense of $11,847 was recorded. |
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July to November 2014 Convertible Debentures (Series D) |
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During the months of July through November 2014, the Company issued Series D Convertible Debentures (the “Series D Debentures”) with an aggregate face value of $763,199 in exchange for $176,718 of cash plus accrued interest ($35,000 was provided by the interim CEO and CFO), in settlement of a Series A Convertible Debenture with outstanding principal and accrued interest of $26,477, and in settlement of Series B Convertible Debentures with aggregate outstanding principal and accrued interest of $560,003, of which $287,159 represented a conversion of notes payable-related parties to the Founders. The Series D Debentures accrue interest at an annual rate of 12%, mature in July through November 2015, and are convertible into the Company’s Common Stock at a conversion rate of $0.165 per share. The holders of the Series D Debentures also received warrants to acquire 3,332,000 shares of Common Stock for an exercise price of $0.20 per share, exercisable over five years. |
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The Company allocated the face value of the Series D Debentures to the warrants and the debentures based on their relative fair values, allocated $115,945 to the warrants, and determined that there were aggregate beneficial conversion features of $121,282 The fair value of the warrants was determined using a Black-Scholes valuation model and the following assumptions: volatility – 43.63% to 44.28%, risk free rate – 1.60 to 1.69% %, dividend rate – 0.00%. The amount allocated to the warrants and beneficial conversion features totaling $237,227 was recorded as a discount against the Series D Debentures, with offsetting entry to additional paid-in capital. A portion of the discount was fully expensed upon execution of the new debentures as debt extinguishment costs and the remaining amount are being amortized into interest expense over the term of the Series D Debentures. |
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During the year ended December 31, 2014, the Company recorded debt extinguishment costs of $237,227, amortization of the discount related to the Series D Debentures of $9,992 and interest expense of $22,868. As of December 31, 2014, the carrying value of the Series D Debentures was $743,132, net of unamortized discounts of $20,067. |
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November and December 2014 Unsecured Redeemable Debentures (Series E) |
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In October and November 2014, the Company borrowed from accredited investors and related parties (the “Debenture Holders”) $145,000 pursuant to an Unsecured Redeemable Debenture Series E (the “Series E Debentures”) that will pay interest during the Debenture term in the amount of 15% of the principal amount. The holders of the Series E Debentures also received warrants to acquire 145,000 shares of Common Stock for an exercise price of $0.15 per share, exercisable over four years equal to 100% of the principal amount of the debenture. In addition the Company will issue the Debenture Holders warrants (the “2015 Warrant”) to purchase 145,000 shares of the Company’s Common Stock at a price per 2015 Warrant Share to be determined. The Company incurred no commission costs in connection with these transactions. |
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The Company allocated the face value of the Series E Debentures to the warrants and the debentures based on their relative fair values, allocated $7,945 to the warrants, and determined that there were aggregate beneficial conversion features of $137,055. The fair value of the warrants was determined using a Black-Scholes valuation model and the following assumptions: volatility – 42.31% to 44.28%, risk free rate – 1.63 to 1.75% %, dividend rate – 0.00%. The amount allocated to the warrants and beneficial conversion features totaling $145,000 was recorded as a discount against the Series E Debentures, with offsetting entry to additional paid-in capital. The discounts are being amortized into interest expense over the term of the Series E Debentures. |
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During the year ended December 31, 2014, the Company recorded amortization of the discount of $33,725 and recorded interest expense of $2,509. As of December 31, 2014, the carrying value of the Series E Debentures was $33,725, net of unamortized discounts of $111,275. |
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November 2014 Convertible Debenture with Peak One Opportunity Fund, L.P. |
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In November 2014, the Company entered into a Securities Purchase Agreement with Peak One Opportunity Fund, L.P. (“Peak”) pursuant to which the Company sold to Peak for $112,500 a Convertible Debenture (the “Peak Debenture”) in the principal amount of $125,000 (the “Principal Amount”) due on November 6, 2017 (the “Maturity Date”). Pursuant to the Peak Debenture, the Company agreed to pay interest on the Principal Amount outstanding from time to time in arrears (i) upon conversion or (ii) on the Maturity Date, at the rate of 5% per annum. The Company has the option to redeem the Peak Debenture prior to the Maturity Date at any time or from time to time by paying the Principal Amount plus accrued interest. Beginning 91 days after the issue date, Peak may convert the principal and accrued interest (the “Conversion Amount”) into shares of Common Stock at a conversion price for each share of Common Stock (the “Conversion Price”) equal to 65% of the lowest closing bid price (as reported by Bloomberg LP) of Common Stock for the 20 trading days immediately preceding the date of conversion of the Debenture (subject to equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events). In addition with the Peak Agreement, the Company paid issuance costs of $10,000 and issued 137,500 shares of restricted Common Stock to cover the expenses incurred and analysis performed by Peak in connection with the transaction. On the date of issuance, the Company recorded the fair value of the conversion option of $66,423 as a derivative liability and debt discount to be amortized into interest expense through the maturity date. During the year ended December 31, 2014, the Company recognized $3,336 of amortization of the discount. As of December 31, 2014, the Peak Debenture is carried at $61,913, net of unamortized discount of $63,087. |
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The fair value of the 137,500 shares of restricted stock of $24,750, and $10,000 of issuance costs added to the principal, was recorded as deferred issuance costs to be amortized into interest expense over the term of the debenture. During the year ended December 31, 2014, the Company recognized $1,745 of interest expense from the amortization of deferred financing fees. |
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In July 2012, the Company issued Convertible Debentures (the “Series A Debentures”) with an aggregate face value of $215,300 Canadian Dollars ($197,344 as of December June 30, 2014). The Series A Debentures matured in July 2014, bore interest at an annual rate of 10% through July 2014 and 12% thereafter, and were convertible at the option of the holders into Units, each consisting of a) one share of Common stock and b) one warrant to purchase one share of common stock at 0.40 Canadian Dollars per share (“Unit”). The number of Units issuable upon conversion of the Series A Debentures is determined by dividing the then outstanding principal and accrued but unpaid interest by a) 0.35 Canadian Dollars if a Liquidity Event, as defined in the Debenture agreement, occurs within six months of the closing of the offering of the July Notes, or b) 0.32 Canadian Dollars if a Liquidity Event does not occur within six months of the closing of the offering of the Series A Debentures. |
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In July 2014, the holder of a Series A Debenture exchanged the debenture with a face value of $25,000 Canadian Dollars ($23,360 US), and accrued interest of $3,336 Canadian Dollars (US$3,117) for a Series D Convertible Debenture with a face amount of US$26,477. The Company recorded a loss on early extinguishment of debt of $6,728, primarily related to fair value of the warrants in relation to the debt (relative fair value) on the debt exchange transaction. The Company has defaulted on its obligation to pay the remaining principal amount of debentures due October and November 2014. The total amount due on these debentures, including interest, is $167,540. The Company has negotiated restructured terms with the majority of the debenture holders and is attempting to complete the formal restructuring of these debt obligations. |
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In 2012, the Company recorded a beneficial conversion feature based on the intrinsic value of the conversion feature equal to the excess of the fair value of one Unit over the conversion rate of 0.32 Canadian Dollars. The fair value of one Unit was estimated based on the most recent sale of common stock in a private placement immediately preceding the issuance of the July Notes and, for the warrant contained in one Unit, using a Black-Scholes valuation model and the following assumptions: volatility – 50.50%, risk free rate – 0.22%, dividend rate – 0.00%. The Company recorded a discount against the debt for the beneficial conversion feature totaling $84,788, which is being amortized into interest expense through the maturity dates of the Series A Debentures. |
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For the years ended December 31, 2014 and 2013, the Company recorded amortization of the discount of $24,730 and $42,394, respectively. As of December 31, 2014, the net carrying value of the outstanding Series A Debentures totaled $167,540, and no unamortized discount remains. During the years ended December 31, 2014 and 2013, we recorded interest expense on the Series A Debentures of $15,212 and $21,013, respectively. |
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In connection with the issuance of the Series A Debentures, the Company paid transactions fees to brokers consisting of cash of $85,237, and warrants to purchase 43,497 shares of common stock over a two-year period at an exercise price of 0.40 Canadian Dollars. The Company estimated the fair value of the warrants using a Black-Scholes valuation model and the following assumptions: volatility – 50.49%, risk free rate – 0.22%, dividend rate – 0.00%. The Company allocated a portion of the fair value of the consideration totaling $52,869 to debt issuance costs, which was capitalized and is being amortized into interest expense over the two-year terms of the Series A Debentures. The remaining portion of the fair value of the transactions costs, totaling $36,126, was allocated to equity, treated as equity issuance costs, and recorded against additional paid-in capital. |
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Amortization of debt issuance costs on the Series A Debentures of $13,217 and $26,435 was recorded during the years ended December 31, 2014 and 2013, respectively. |
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In August and September 2012, the Company issued Convertible Debentures (the “Series B Debentures-Issuance I”) with an aggregate face value of $330,900. The Series B Debentures-Issuance I matured in August and September 2014, bore interest at an annual rate of 10%, and were convertible at the option of the holders into Units, each consisting of a) one share of common stock and b) one warrant to purchase one share of Common Stock at $0.40 per share (“Unit”). The number of units issuable upon conversion of the Series B Debentures-Issuance I was determined by dividing the then outstanding principal and accrued but unpaid interest by a) $0.35 if a Liquidity Event, as defined in the debenture agreements, occurs within six months of the closing of the offering of the Series B Debentures-Issuance I, or b) $0.32 if a Liquidity Event does not occur within six months of the closing of the offering of the Series B Debentures-Issuance I. |
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In September 2014, all of the holders of the Series B Debentures-Issuance I exchanged the debentures with an aggregate face value of $330,900 and accrued interest of $66,000 for either a Series C or D Debenture with an aggregate face value of $397,080. The Company recorded a loss on early extinguishment of debt of $56,308, primarily related to fair value of the warrants in relation to the debt (relative fair value) on the debt exchange transaction. |
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In 2012, the Company recorded a beneficial conversion feature based on the intrinsic value of the conversion feature equal to the excess of the fair value of one Unit over the conversion rate of $0.32. The fair value of one Unit was estimated based on the most recent sale of Common Stock in a private placement immediately preceding the issuance of the Series B Debentures-Issuance I and, for the warrant contained in one Unit, using a Black-Scholes valuation model and the following assumptions: volatility – 50.50%, risk free rate – 0.22%, dividend rate – 0.00%. The Company recorded a discount against the debt for the beneficial conversion feature totaling $115,712, which was being amortized into interest expense through the maturity dates of the Series B Debentures-Issuance I. |
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For the years ended December 31, 2014 and 2013, the Company recorded amortization of the discount of $38,571 and $57,856, respectively. As of December 31, 2014, there was no remaining balance outstanding on the Series B Debentures-Issuance I. |
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In connection with the issuance of the Series B Debentures-Issuance I, the Company paid cash transactions fees to brokers totaling $30,456. The Company allocated a portion of the transaction fees totaling $19,806, to debt issuance costs, which was capitalized and is being amortized into interest expense over the two-year terms of the August and September Notes. The remaining portion of the fair value of the transactions costs, totaling $10,650 was allocated to equity, treated as equity issuance costs, and recorded against additional paid-in capital. Amortization of debt issuance costs on the Series B Debentures-Issuance I of $6,602 and $9,903 was recorded for the years ended December 31, 2014 and 2013, respectively. |
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October and November 2012 Convertible Debentures (Series B) |
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In October and November 2012, the Company issued Convertible Debentures (“Series B Debentures-Issuance II”) with an aggregate face value of $624,372 of which $565,372 represented a conversion of notes payable-related parties to the Founders. In 2013, two of the founders sold a portion of their debenture totaling $141,800 of their aggregate face to third parties. The Series B Debentures-Issuance II matured in October and November 2014, bore interest at an annual rate of 10%, and were convertible at the option of the holders into Units, each consisting of a) one share of common stock and b) one warrant to purchase one share of common stock at $0.40 per share (“Unit”). The number of Units issuable upon conversion of the Series B Debentures-Issuance II is determined by dividing the then outstanding principal and accrued but unpaid interest by a) $0.35 if a Liquidity Event, as defined in the debenture agreements, occurs within six months of the closing of the offering of the Series B Debentures-Issuance II, or b) $0.32 if a Liquidity Event does not occur within six months of the closing of the offering of the Series B Debentures-Issuance II. |
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In October and November 2014, all but one of the holders of the Series B Debentures-Issuance II exchanged the debentures with an aggregate face value of $464,440 and accrued interest of $51,317 for either a Series C or D Debenture with an aggregate face value of $513,757. The Company recorded a loss on early extinguishment of debt of $212,261, primarily related to fair value of the warrants in relation to the debt (relative fair value) on the debt exchange transaction. The Company has defaulted on its obligation to pay the remaining principal amount of a debenture due October and November 2014. The total amount due on this debenture, including interest, is $161,932. The Company has negotiated restructured terms with the majority of the debenture holders and is attempting to complete the formal restructuring of this debt obligation. |
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The Company recorded a beneficial conversion feature based on the intrinsic value of the conversion feature equal to the excess of the fair value of one Unit over the conversion rate of $0.32. The fair value of one Unit was estimated based on the most recent sale of Common Stock in a private placement immediately preceding the issuance of the Series B Debentures-Issuance II and, for the warrant contained in one Unit, using a Black-Scholes valuation model and the following assumptions: volatility – 50.50%, risk free rate – 0.22%, dividend rate – 0.00%. The Company recorded a discount against the debt for the beneficial conversion feature totaling $254,004, which is being amortized into interest expense through the maturity dates of the Series B Debentures-Issuance II. |
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For the years ended December 31, 2014 and 2013, the Company recorded amortization of the discount of $127,193 and $105,694, respectively. As of December 31, 2014, the net carrying value of the Series B Debentures-Issuance II totaled $161,932 and no unamortized discount remains. For the years ended December 31, 2014 and 2013, interest expense on the Series B Debentures-Issuance II of $55,100 and $62,437, respectively, was recorded. In connection with the issuance of the Series B Debentures-Issuance II, the Company paid no cash transactions fees to brokers. |
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The following is a summary of convertible debentures outstanding as of December 31, 2014: |
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| | Face Value | | | Initial Discount | | | Amortization | | Debt | Carrying Value | |
Extinguishment |
Convertible Promissory Notes | | $ | 52,500 | | | | (14,629 | ) | | | 7,218 | | | — | | 45,089 | |
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Series A Debentures | | $ | 167,540 | | | $ | (69,219 | ) | | $ | 69,219 | | $ | — | $ | 167,540 | |
Series B Debentures | | | 161,932 | | | | (69,135 | ) | | | 69,135 | | | 69,135 | | 161,932 | |
Series C Debentures | | | 350,833 | | | | (72,869 | ) | | | — | | | 72,869 | | 350,833 | |
Series D Debentures | | | 763,199 | | | | (267,285 | ) | | | 9,992 | | | 237,227 | | 743,133 | |
Series E Debentures | | | 145,000 | | | | (145,000 | ) | | | 33,725 | | | — | | 33,725 | |
Total Debentures | | $ | 1,588,504 | | | $ | -623,508 | | | $ | 182,017 | | $ | 310,096 | $ | 1,457,163 | |
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| | Face Value | | | Initial Discount | | | Amortization | | Derivative Liability | | Carrying Value | |
Convertible Debenture | | $ | 113,128 | | | | (66,423 | ) | | | 3,336 | | | 65,422 | | 115,463 | |
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Total | | $ | 1,754,132 | | | $ | (895,678 | ) | | $ | 383,743 | | | 375,518 | $ | 16,177,156 | |
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The following is a summary of convertible debentures outstanding as of December 31, 2013: |
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| | Face Value | | | Initial Discount | | | Amortization | | | Carrying Value | | |
Series A Debentures | | $ | 205,224 | | | $ | (84,788 | ) | | $ | 60,058 | | | $ | 180,494 | | |
Series B Debentures | | | 955,272 | | | | (369,716 | ) | | | 225,451 | | | | 811,007 | | |
Total | | $ | 1,160,496 | | | $ | (454,504 | ) | | $ | 285,509 | | | $ | 991,501 | | |